CARES Act. Counterparty represents
and warrants that it
and any of its wholly-owned subsidiaries has not applied, and
throughout shall not, until after the
term first date on which no portion of
a Transaction pursuant to this Master Confirmation remains outstanding following any
Transaction shall not final exercise and settlement, cancellation or early termination of each such Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid,
Relief, Relief and
... Economic Security Act (the "CARES Act")) or other investment, or to receive any financial assistance or relief (howsoever defined) under any program or facility (collectively "Financial Assistance") that (a) is established under applicable law (whether in existence as of the Trade Date for such Transaction or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) (i) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement thereunder), of a governmental authority with jurisdiction for such program or facility) as a condition of such loan, loan guarantee, direct loan (as Financial Assistance, that term is defined in the CARES Act), investment, financial assistance Counterparty comply with any requirement not to repurchase, or relief, that Counterparty otherwise agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty, and that it Counterparty has not, as of the date specified in such the condition, made a capital distribution or will not make a capital distribution. distribution, or (ii) where the terms of the Transaction would cause Counterparty further represents to fail to satisfy any condition for application for or receipt or retention of the Financial Assistance (collectively "Restricted Financial Assistance"); provided, that Counterparty or any of its subsidiaries may apply for Restricted Financial Assistance if Counterparty either (a) determines based on the advice of outside counsel of national standing that the Prepayment Amount terms of the Transaction would not cause Counterparty or any of its subsidiaries to fail to satisfy any condition for any Transaction is not being paid, in whole application for or in part, directly receipt or indirectly, with funds received under or pursuant to any retention of such Financial Assistance based on the terms of the program or facility, including the U.S. Small Business Administration's "Paycheck Protection Program", that (a) is established under applicable law (whether in existence facility as of the Trade Date for date of such Transaction advice or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under such applicable law (or any regulation, guidance, interpretation delivers to Dealer evidence or other pronouncement of guidance from a governmental authority with jurisdiction for such program or facility) facility that the Transaction is permitted under such funds be used for specified program or enumerated purposes that do not include the purchase of Shares pursuant to any Transaction facility (either by specific reference thereto to the Transaction or by general reference to transactions with the attributes thereof of the Transaction in all relevant respects).
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CARES Act. Counterparty represents that it and any of its wholly-owned subsidiaries has not applied, and throughout the term of any Transaction shall not apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act")) or other investment, or to receive any financial assistance or relief (howsoever defined) under any program or facility that (a) is established under applicable law (whether in existence as of the Trade Date
... for such Transaction or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under applicable law (or any regulation, guidance, interpretation or other pronouncement thereunder), as a condition of such loan, loan guarantee, direct loan (as that term is defined in the CARES Act), investment, financial assistance or relief, that Counterparty agree, attest, certify or warrant that it has not, as of the date specified in such condition, repurchased, or will not repurchase, any equity security of Counterparty, and that it has not, as of the date specified in such condition, made a capital distribution or will not make a capital distribution. Counterparty further represents that the Prepayment Amount for any Transaction is not being paid, in whole or in part, directly or indirectly, with funds received under or pursuant to any program or facility, including the U.S. Small Business Administration's "Paycheck Protection Program", that (a) is established under applicable law (whether in existence as of the Trade Date for such Transaction or subsequently enacted, adopted or amended), including without limitation the CARES Act and the Federal Reserve Act, as amended, and (b) requires under such applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) that such funds be used for specified or enumerated purposes that do not include the purchase of Shares pursuant to any Transaction (either by specific reference thereto or by general reference to transactions with the attributes thereof in all relevant respects). 20 29. Electronic Delivery. This Master Confirmation and any Supplemental Confirmation hereunder may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Master Confirmation and any Supplemental Confirmation hereunder by signing and delivering one or more counterparts. Counterparts may be delivered via e-mail (including any electronic signature covered by the U.S. federal ESIGN Act of 2000, Uniform Electronic Transactions Act, the Electronic Signatures and Records Act or other applicable law, e.g., DocuSign and AdobeSign (any such signature, an "Electronic Signature")) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. The words "execution," "signed," "signature" and words of like import in the Agreement, this Master Confirmation, any Supplemental Confirmation hereunder or in any other certificate, agreement or document related thereto shall include any Electronic Signature, except to the extent electronic notices are expressly prohibited thereunder. Notwithstanding anything to the contrary in the Agreement, either party may deliver to the other party a notice relating to any Event of Default or Termination Event by e-mail.
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